Item 1.01 Entry into a Material Definitive Agreement
KinderCare Education LLC (“KinderCare Education”) is a wholly-owned subsidiary of KinderCare Learning Companies, Inc. (the “Company”). KinderCare Education is a tenant under a Master Lease Agreement with landlord KCP RE LLC (the “Landlord”), dated August 1, 2015, as amended (“Lease Agreement”) relating to 545 center sites.
On April 8, 2026, KinderCare Education and the Landlord entered into a Fifth Amendment (the “Fifth Amendment”) to the Lease Agreement. The Fifth Amendment was not effective or binding on the parties until the day following the date of Landlord’s repayment and release of the mortgage loan covering the sites, which was dependent upon the Landlord’s refinancing of such mortgage loan. Prior to the effective date of the Fifth Amendment, KinderCare Education and the Landlord entered into an Amended and Restated Fifth Amendment (“A&R Fifth Amendment”) as of and effective August 11, 2026. The A&R Fifth Amendment amends, restates and supersedes the Fifth Amendment in its entirety and amends the Lease Agreement.
The A&R Fifth Amendment divides the 545 center sites into six schedules, with Schedule 1 having 13 sites, Schedule 2 having 51 sites, Schedule 3 having 37 sites, Schedule 4 having 177 sites, Schedule 5 having 237 Sites, and Schedule 6 having 30 sites. As contemplated by the A&R Fifth Amendment, the 13 sites on Schedule 1 were transferred to an affiliate of Landlord, KCP RE II LLC (“KCP RE II”). KinderCare Education, as tenant, and KCP RE II, as landlord, entered into a new master lease agreement effective as of August 11, 2026 covering the Schedule 1 sites. The Schedule 1 master lease agreement has a lease term ending December 31, 2029 and the same annual rent payable under the Lease Agreement with respect to the Schedule 1 sites.
For the remaining sites, the A&R Fifth Amendment modifies the terms of the leases by schedule as follows:
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Schedule 2 sites: lease of these sites to expire on December 31, 2033; date for adjustment of annual rent is August 1, 2030; no term extension options. |
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Schedule 3 sites: lease of these sites to expire on December 31, 2036; dates for adjustment of annual rent are August 1, 2030 and August 1, 2035; no term extension options. |
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Schedule 4 sites: lease of these sites to expire on December 31, 2038; dates for adjustment of annual rent are August 1, 2030 and August 1, 2035; one five-year term extension option for all (but not less than all) Schedule 4 sites. |
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Schedule 5 sites: lease of these sites to expire on December 31, 2040; dates for adjustment of annual rent are August 1, 2030, August 1, 2035 and August 1, 2040; one five-year term extension option for all (but not less than all) Schedule 5 sites. |
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Schedule 6 sites: lease of these sites to expire on December 31, 2042; dates for adjustment of annual rent are August 1, 2030, August 1, 2035 and August 1, 2040; one five-year term extension option for all (but not less than all) Schedule 6 sites. |
As of the expiration of the term for any site or the removal of any site from the Lease Agreement, the annual rent payable will be correspondingly reduced by the amount of the annual rent allocated for that particular site.
Through the A&R Fifth Amendment, the parties also agreed that the “Escalation Percentage” for annual rent adjustments on the relevant adjustment dates would be the lesser of (i) 12.5% (previously 10%) or (ii) the applicable “Index Increase.”
The foregoing description of the A&R Fifth Amendment is a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the A&R Fifth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit |
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Description |
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| 10.1* |
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Amended and Restated Fifth Amendment to Master Lease Agreement between KCP RE LLC, as Landlord, and KinderCare Education, LLC, as Tenant, dated as of August 11, 2026. |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain schedules, annexes, or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, but will be furnished supplementally to the Commission upon request.
